10A-2-6.32
Section 10A-2-6.32 Cancellation of reacquired shares. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A corporation may at any time, by resolution of its board of directors, and without shareholder action: (1) Cancel all or any part of the shares of the corporation reacquired by it other than shares the reissuance of which is prohibited by the articles of incorporation, and in the event a statement of cancellation shall be filed under this section; or (2) File a statement of cancellation with respect to shares the reissuance of which is prohibited by the articles of incorporation. (b) The statement of cancellation shall be executed by the corporation and delivered to the judge of probate for filing. The statement shall set forth: (1) The name of the corporation; (2) The number of reacquired shares canceled by resolution duly adopted by the board of directors, itemized by classes and series, and the date of...
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10A-20-10.01
Section 10A-20-10.01 Restrictions; powers of courts and Attorney General not impaired. (a) Notwithstanding any provision to the contrary in the certificate of formation, other governing instrument, or under any other law of this state, and except as otherwise provided by court order, or by a provision in the certificate of formation or other governing instrument, which in either case is entered or made after August 11, 1971, and expressly limits the applicability of this section, a corporation which is, or is treated as, a private foundation, as defined in Section 509 of the Internal Revenue Code of 1986, as amended, during the period it is, or is treated as, a private foundation: (1) Shall not engage in any act of self-dealing as defined in Section 4941 (d) thereof; (2) Shall distribute, for the purposes specified in its certificate of formation, for each taxable year not less than the amounts at the time and in the manner as not to become subject to the tax on undistributed income...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-20-10.01.htm - 2K - Match Info - Similar pages
10A-30-1.15
Section 10A-30-1.15 Continuity of association independent of members or shareholders; applicable to professional associations formed prior to January 1, 1984. Unless the certificate of formation expressly provide otherwise, a professional association shall continue as a separate entity independent of its members or shareholders for all purposes for such period of time as provided in the certificate of formation or until dissolved by a vote of two thirds of the members, and shall continue notwithstanding the death, insanity, incompetency, conviction for felony, resignation, withdrawal, transfer of membership or ownership of shares, retirement, or expulsion of any one or more of the members or shareholders, the admission or transfer of membership or shares to any new member, members, shareholder, or shareholders or the happening of any other event which, under the law of this state and under like circumstances, would work a dissolution of the partnership, it being the aim and intention...
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10A-4-3.01
Section 10A-4-3.01 Issuance and transfer of shares. (a) A domestic professional corporation may issue shares, fractional shares, and rights or options to purchase shares only to qualified persons. (b) Where deemed necessary by the licensing authority for any profession in order to prevent violations of the ethical standards of the profession, the licensing authority may, within its rule-making power, by rule further restrict, condition, or abridge the authority of domestic professional corporations to issue shares, but no rule shall, of itself, have the effect of causing a shareholder of a professional corporation at the time the rule becomes effective to become a disqualified person unless and to the extent specified by the licensing authority. (c) A shareholder of a domestic professional corporation may transfer or pledge shares, fractional shares, and rights or options to purchase shares of the professional corporation only to qualified persons. (d) Any issuance or transfer of...
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10A-20-7.10
Section 10A-20-7.10 Rights to shares, bonds, securities, or other evidences of corporate indebtedness. (a) Notwithstanding any rule at common law, any provision of any general or special law or any provision in their respective charters, agreements of association, certificate of formation, or trust indentures: (1) Any person, including all domestic corporations organized for the purpose of carrying on business within this state, and further including, without implied limitation, public utility companies, insurance companies, foreign corporations licensed to do business within this state, all financial institutions, as defined in Section 10A-20-7.01, and all trusts, are hereby authorized to acquire, purchase, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of any bonds, securities, or other evidences of indebtedness created by, or the shares of the capital stock of, the corporation and, while owners of the stock, to exercise all the rights, powers, and privileges of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-20-7.10.htm - 2K - Match Info - Similar pages
10A-2A-6.02
Section 10A-2A-6.02 Terms of class or series determined by board of directors. (a) When any corporation desires to issue any shares of stock of any class or of any series of any class of which the powers, designations, preferences, and relative, participating, optional, or other rights, if any, or the qualifications, limitations, or restrictions thereof, if any, shall not have been set forth in the certificate of incorporation or in any amendment thereto but shall be provided for in a resolution or resolutions adopted by the board of directors pursuant to authority expressly vested in it by the certificate of incorporation or any amendment thereto, a certificate of designations setting forth a copy of the board resolution or resolutions and the number of shares of stock of the class or series as to which the resolution or resolutions apply shall be executed and delivered to the Secretary of State for filing and shall become effective in accordance with Article 4 of Chapter 1. If the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-6.02.htm - 4K - Match Info - Similar pages
10A-2A-6.26
Section 10A-2A-6.26 Uncertificated interests. (a) Unless the certificate of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issuance of some or all of the shares of stock of any or all of its classes or series without certificates. The authorization does not affect shares of stock already represented by certificates until they are surrendered to the corporation. (b) Within a reasonable time after the issuance or transfer of shares of stock without certificates, the corporation shall comply with the notice requirements of Section 10A-1-3.45. (Act 2019-94, §1.)...
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10A-2A-8.04
Section 10A-2A-8.04 Election of directors by certain classes or series of stock. If the certificate of incorporation or action by the board of directors pursuant to Section 10A-2A-6.02 authorizes dividing the stock into classes or series, the certificate of incorporation may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes or series of stock. A class or series (or multiple classes or series) of stock entitled to elect one or more directors is a separate voting group for purposes of the election of directors. (Act 2019-94, §1.)...
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10A-3-2.01
Section 10A-3-2.01 Members. (a) A nonprofit corporation may have one or more classes of members or may have no members. If the nonprofit corporation has one or more classes of members, the designation of the class or classes, the manner of election or appointment and the qualifications and rights of the members of each class shall be set forth in the governing documents. If the nonprofit corporation has no members, that fact shall be set forth in the certificate of formation. A nonprofit corporation may issue certificates evidencing membership therein. (b) The members of the nonprofit corporation shall not be liable for obligations of the corporation. (Acts 1984, No. 84-290, p. 502, §11; §10-3A-26; amended and renumbered by Act 2009-513, p. 967, §171.)...
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10A-5-4.01
Section 10A-5-4.01 Management of the limited liability company; creation of classes; voting; rights; meetings. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Unless otherwise stated in the certificate of formation, the management of the limited liability company is vested in its members. Subject to any provisions in the operating agreement or this chapter restricting or enlarging the management rights and duties of any person or group or class of persons, the members shall have the right and authority to manage the business or affairs of the limited liability company and to make all decisions with respect thereto. (b) If the certificate of formation vests management of the limited liability company in one or more managers, then the managers shall have the power to manage the business or affairs of the limited liability company as provided in the operating agreement. Except as otherwise provided in the operating agreement, the managers: (1) Shall be...
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